


Mask On

by CaptainOfTheKryptonSpacemarines



Category: Spider-Man (Comicverse), Spider-Man (Ultimateverse), Spider-Man - All Media Types
Genre: Creampie, F/M, I'm Bad At Summaries, Roof Sex, Semi-Public Sex, Sex, Vaginal Sex
Language: English
Status: Completed
Published: 2018-12-04
Updated: 2018-12-04
Packaged: 2019-09-01 06:06:47
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 4,138
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16759435
Author URL: https://archiveofourown.org/users/CaptainOfTheKryptonSpacemarines/pseuds/CaptainOfTheKryptonSpacemarines
Summary: Felicia sees the face under the mask and makes Peter the Man in Spider-ManAKA: That scene where Felicia sees Peter's face and is like 'Wait! He's a kid?' but instead of her leaving they have sex on the roof.





	1. Mask On

"Right here, right now. Kiss me" Black Cat whispered seductively, her breasts pressed up against Spider-Man’s chest and barely contained by the tight suit she wore"I think about this all the time…what’s under this mask” Her voice was a salacious caress on its own that stunned the friendly hero right where he stood, not really caring he was trapped against a wall “Who this mystery man in my life really is? I want to see you" Felicia leaned in and whispered right in his ear, the heat of her breath making Peter shiver as the voice of the burglar promised so much delight; Black Cat pressed a leg against Spidey’s groin, which turned his will to even say anything into a pulp

"I want to kiss you” Felicia stated simply but behind that statement Peter could tell there was an immense amount of lust due to the breathy way Felicia’s voice came into his ears “I’m ready” Felicia looked him right in the eye and pinned him to the wall with her stare “Right now."

"I want to unwrap my mystery present." Felicia went for the lower part of Spider-Man's mask and started rolling it upwards slowly, teasing both herself and the friendly hero "I’m going to do it, Spider-Man…”Felicia trailed off, indulging in the memories of the thousand fantasies she’d had of this moment and what she’d to the hero afterwards ”I’m going to take off this mask and I’m going to kiss you.

Felicia's pressed her body against Peter's even further and his pants became too tight all of the sudden; Felicia could do nothing but smile as she imagined how funny the bulge in his pants must’ve looked in the spandex-like costume yet at the same time she found it incredibly inviting to think that she had him wrapped around her pinky and could easily leave him looking ridiculous had she so much as felt like leaving the marvelous thing that was to have him right where she had had dreamed of having him for days and nights beyond count.

Felicia could feel the hard erection pressed against her leg and the warmth it irradiated was enough to be felt through the pants of the superhero and the black, body fitting suit of the burglar and a small shiver med its way all over her body as she lifted the mask up to the height of his chin.

She had a thing for showing the right amount of skin to make men drool and lower their guards enough for her to get away with anything; but thinly-veiled mysteries was what attracted her the most, and what greater mystery could there be than to reveal the face of Spider-Man’s face just for her own enjoyment.

She rolled it the mask upwards slowly, almost torturing herself with the pace; but aware that she could only unveil his face once she had to do it. Enjoying herself was always a thing in all she did and this would not be any different, no matter how anxious she was to know just what exactly was the face of the man that had done to her so many indescribable things in her dreams.

At nose height her resolver broke: His lips were inviting, half opened in expectation of the ravaging kiss he knew was coming and the small puffs of heat that came out of them made Felicia want to moan out of the sheer pleasure of the fact that she had that effect on him. The hot air also had the effect of making her shiver in delight as each felt like a caress on its own right while his hands were glued to her hips just like the rest of him was glued to the space where she had him pinned with her body and their mutual desire.

Felicia took off the mask with a flick of her wrist and her mind ecstatically took in the sight of Spidey’s face…and then it froze. She could actually hear the screech of the disk being brought to a halt as she processed how he looked like. Not because he was ugly or because he was handsome to the point that he seemed to be angel on Earth; but because he looked like a kid.

A teenager whose balls hadn’t dropped yet and jerked off to his poster of Slave Leia. A kid who most likely wasn’t able to drink, not only because he was underage, but because he hadn’t taken a drink in his life and would spit it out the moment it touched his lips. A freaking kid that crawled walls and had such strength that Felicia had fantasized of letting him break her hips so he could pound her into the bed.

They stood there in a heavy silence and the first thing that came out of her mouth wasn’t the moan of delight that she thought would come to her the moment she laid eyes on him.

“O-Okay…How old are you?” She really needed to know because…Really? A freaking kid had made her dream of such things for so long? Was she really that kind of woman to dream of such things out of some silly crush?

“I…I-I’m six-eighteen…I’m eighteen” Peter betrayed himself and Felicia felt like leaving right there and then: A sixteen year old kid that couldn’t even lie properly had given her such dreams of raw, unadulterated fucking that she’d woken up in the mornings with shaky legs out of how good the dream had been.

She wasn’t sure who was more pathetic, she for letting herself be so caught up in her own delusions, or him for being so…simple. That joie de vivre of his made more and more sense as they stood there awkwardly, half on-top of each other and bothered up.

His cock was something, or at least it felt like it. It was big and hard against her leg and seemed to be thick as well. It was worthless if he came as soon as she so much as touched him, but she guessed they had to start somewhere; because, as much as she was let down by the reveal, she knew better than to let go of such an opportunity: A diamond in the rough was still a diamond and the diamond pressed between her and her body might look like a kid but had potential. Under the right guidance, he could meet up her expectations in bed and hell, who knew, maybe even her fantasies.

And it wasn’t like she was going to get accused of being a child molester or something. He had lied about his age, even if quite poorly, so he wanted her and therefore wanted what she offered him.

“Yeah, okay just put on your mask” She said as she handed him his mask and reached for his cock in a fluid movement that seemed rehearsed. Peter hastily slapped the thing back on his head as a moan left him; Felicia’s hands felt warm against his penis and the gentle squeezing she did at random as she caressed his cock up and down through his pants was enough to make him start counting Mississippis.

“You’re big-” Felicia whispered as she ran a finger teasingly over the tip “But I bet you don’t know how to use it. Let me teach you how” Felicia leaned in and bit down on the Spider’s neck firmly, teeth not breaking skin but still making Peter feel a mixture of pain and pleasure that was unknown to him until right this moment. His hips thrusted forward and Felicia smiled against his neck and grabbed his cock firmly through the fabric, the pressure so overwhelming that he freezed and gulped down a knot he didn’t knew he had in his throat.

“You need to learn to enjoy this-” Felicia whispered against his neck and licked her way up to his ear, rejoicing on how the poor kid shivered like he was naked in the middle of the winter as she did “You can’t and should never rush this kind of thing”

Peter was stunned and the only thing that was keeping him from failing to his knees was that he was tightly pressed against the wall by Felicia’s voluptuous figure and a miracle of sorts because his legs felt like they were made of wet tissue paper and that feeling only got worse when Felicia parted from his neck and full on assaulted him with a kiss so deep that his stomach went to the moon.

She was not a great kisser; she was the standard against which all kisses were measured: Her hands were playing with his cock, her tongue was teaching him what a true passionate kiss was and her body was so hot against his that she could’ve asked anything of him and he would’ve done it without thinking twice. Every last action was making Peter more and more enraptured with her and she didn’t even looked that bothered.

They made out hot and dirty and time passed by slowly, the two of them so enraptured in their make-out session that it seemed that was all he was getting had it not been because she kept moaning here and there too lasciviously for this not to lead to sex. Every last sound echoed loudly in the night and made Peter nervous that they would get caught but any doubt that sprung was quickly stumped out of existence by Felicia’s ferocious tongue in his mouth, the tantalizing moans they both let out that made them both shiver in pleasure and the hands of the Black Cat that kept Peter in a perpetual state of almost emptying his load in his pants.

He did not knew how long they must have been sucking face, but it had clearly gotten to Felicia as much as it had gotten to him because the next words that came out of her were as breathy and needy as his legs were weak and his cock hard and aching to go.

“I’m so wet-” Felicia spoke against his lips and Peter knew what was coming and he prayed that he wasn’t coming right after or else he’d never be able to ever talk to Felicia again “But you’re gonna have to take it easy. You’re thick and big, you might hurt me if you move too fast”

Felicia said that more to his benefit than hers -she still remembered her high school days and how guys tried to fuck like it was a race that they loosed almost as soon as they started. It was until her college days that she found a decent lay that got her to her own release and she wasn’t going to let this kid be in that learning curve if she could help it-but there was truth in the statement: Kid or no kid, he had a considerable girth that she wasn’t going to be able to fit in right away.

Peter absentmindedly hummed in an affirmative way “I-I won’t rush-” as Felicia palmed his cock and a finger did little, tantalizing circles over the head of his penis; whatever he was going to say next became lost and Felicia chuckled lowly at the sight of the famously known mouthy Spider-Man lost for words and pushing saliva down his throat rapidly as the heightened sensations felt almost too much, or at least enough for her to feel his cock pulsing and ready to release, inside his pants if need be.

Felicia entertained the thought of making him cum in his pants and save the sex for when they were in a room with a bed but ultimately decided against it after her mind reminded her that by blue-balling him she was also clam-jamming herself and now that was something that simply did not happened: She got what she wanted. Always. And right now what she wanted the most was Spider-Man big, fat cock buried to the hilt inside her aching cunt.

Felicia walked away two steps from where Peter was pressed against the wall and the small distance proved enough for them to take in the sight of the other hungrily. Felicia lifted an eyebrow seductively and lust shone in her eyes as she spoke.

“I can’t do everything-” She licked her lips slowly as she eyed him hungry and ready to go, her smile becoming gracious and amused as she saw this about-to-be-man gulp at the sight of her; even though she could not see them, Felicia could tell his eyes were glued to her and more specifically her abundant breasts “Tell you what: I show you what I’ve got and you do the same”

And just like that Felicia reached for her breasts and lifted them up and out of her skin-tight suit, the beautiful mounds of flesh hanging in the chilly air that made the nipples go hard; as she let go of them and gravity did it’s work and brought them down with a small bounce, Spider-Man’s jaw fell open and he simply just stood there staring like any other guy that had seen them and Felicia snickered as she said to herself ‘ _Boys will be boys_ ’

It was only the awkward silence that fell between them and the glare of amusement that Black Cat threw Peter that made the poor guy remember that he was supposed to be doing something; with an almost frightened yelp he went for his pants and tugged them down, freeing his erection and his cock twitched as soon as it was exposed to the cool air of New York City’s night.

“Good grief-” Felicia said as she saw a drop of pre-cum make its way out of his raging erection “That is certainly an extra weapon in your arsenal, Spidey”

“I-uh-” Peter tried to come up with a witty retort but found that the sole thing in his mind was the imagery in front of him: Felicia reaching for her crotch and pulling a hidden zipper to reveal her wet lower lips.

“Cat got your tongue?” Felicia asked teasingly as she closed the distance once again and wrapped her leg around him, trapping Spidey’s cock between her body and the lower stomach of the masked hero.

“Remember-” She whispered barely loud enough for him to hear through the haze of lust that was clouding his mind and wakening his senses to the delight that was the underside of his cock pressed against her wet slit “We’re gonna take this nice-”

Felicia stood on the tip of her toes and lowered a hand between them to gently but firmly grasp his cock, the sensation of her warm glove made Peter squirm in delight and a drop of pre-cum came out of the tip to the amusement of Felicia, who smirked from ear to ear as she pressed the head against her slit and lowered herself slowly, gasping lowly as she was stretched by Peter’s cock.

“And easy-” Felicia moaned lowly as she felt Peter’s lower abdomen pressed against her and stood there in silence as the both adapted to the overwhelming sensation of being finally together in this way, the cold night long forgotten in their minds as the heat of their passion grew stronger.

“I-I…” Peter bumped the back of his head in a low thud as he tried to give a tentative thrust that lost all strength the moment the walls of Felicia’s vagina wrapped tightly around his cock to form a soft and wet vacuum that almost made the hero loose his footing.

Felicia limited herself to shush him and kiss him thoroughly, mouth fully open against lips that took a moment to open and let her tongue in so she could ravage him all she wanted with a kiss as filthy as what they were doing, the thrill of someone watching them from afar made Felicia even more aroused and her cunt clenched around Peter, who moved his hips upwards in a thrust that hit a spot in Felicia’s velvety heat that almost had her rolling her eyes all the way into the inside of her skull out of sheer pleasure.

Felicia’s brain processed the lightning of pure pleasure and she combined a chuckle and a moan in a way that made Peter’s balls clench and he felt himself ready to burst and leave himself inside her.

“You feel so, so good-” Felicia broke the kiss just to whisper that encouragement and give him more time to process the sensations of having her wrapped around his cock just as she had him wrapped around her pinky “And I’m sure you’ll feel even better”

Before Peter could ask himself what could happen that would make it better, Felicia clenched her leg and brought them as close to one another as they could and the feeling of Felicia’s cunt fully overwhelmed Peter, who leaned back and trusted the wall to hold them up while he focused on not falling on his knees.

The feeling of Peter’s cock pushing further inside her made Felicia moan out loud without the slightest hint of shame and the blissful tinge as the waves of pleasure ran up and down her body had the thief purring like her namesake.

“So good-” Felicia groaned as she started moving, the foot still on the ground pushing her up and down in a slow and tender motion as the burglar wrapped her arms around the hero and her claws dug into the hero’s suit as much as they could without tearing it apart.

Felicia’s movement quickly took a rhythm that while both slow and sensual felt like too much. It was for both of them as if they were gladly drowning in a sea pleasure and for a moment both had the same thought as they pressed their lips together in another salvage kiss that drowned their moans: Next time, they were doing this on a bed.

Felicia bounced up and down on the ball of her foot as Peter’s hands kept them locked together and their hips moved in tandem, catching speed as their passion overtook them and it was the overwhelming feeling of having Felicia on his lap as she mewled and kissed wherever she could –his face, his mouth and whatever other part of his face was nearest of her succulent lips- while his cock was massaged by the tight and wet cunt of Felicia what kept him subdued and without the will to start thrusting like a mad man until he came.

Felicia hopped up and down at a speed that allowed her to enjoy every inch of Spider-Man’s considerable size while also not letting him cum. She had to pace herself or else it would be over too soon and she’d leave hot and bothered and that would just spoil her prize even further. Fortunately, Peter was a good boy and he was entranced to the point all he could do was moan every time he was completely inside her and gasp as she moved upwards and her cunt clenched in an attempt to keep him inside.

“Good boy-” She praised him, feeling her orgasm starting to build up out of the sheer size of his penis and the occasional hit on the right spot to make her see stars “But you’re becoming a man-”

She plopped down onto his lap and they both moaned, twitching as the feeling of being fully together felt to both of them as wildfire. In the silence of their halt, Felicia looked at the white eyes of the mask with such salacious intent that Peter’s cock twitched involuntarily and Felicia clenched down and chuckled as the hero narrowly kept his legs under him.

Said strength was tested when Felicia ran her hands slowly down his arms and let her claws softly run over every inch of suit that covered the wall crawler. She took his hands from her hips and in a quick, powerful move, she landed them on her ass with a loud slap that made her moan and bounce up on her foot while gasping desperately for air.

“Take what you want-” The burglar moaned as she slowly brought herself down once more and another gasp left her when his fingers dug into her ass “And don’t be just a warm toy made of flesh”

Peter leaned in and placed a tender bite on her neck as he move his hips halfheartedly, everything still feeling too good and cumming being such a easy thing to indulge in. He moved his hips backwards until he stood almost about to exit the warmth of her cunt and Felicia was about to goad him when he push back inside properly, the power of his thrust making so great that their slapping flesh echoed in the air for a moment before a loud ‘ _Yes_ ’ drowned it.

It had been torn out of Felicia’s throat without her having a say in it and before she could think about it, another thrust. And another. And another faster and stronger and he pushed until the head of his cock was pressed against the entrance of her cervix, making her groan and loose her breath.

Another ‘ _Yes_ ’ came from Felicia and Peter started thrusting hard and fast, pacing himself but at the same time indulging on the temptation of just cumming and leaving Felicia a half-done mess that would want more. Need more.

He moved upwards, his cock hitting every spot out of sheer thickness and Felicia started to get louder, the previous purring she’d been doing as she rode him were changed for barely discreet moans that could get them in trouble if anyone in the building got annoyed at two lovebirds fucking too loudly at an ungodly hour.

Peter started to build his own fast and hard rhythm that was getting Felicia to her release on giants step when suddenly she felt a twitch inside and then she heard him groan, give a particularly powerful thrust that let more his superhuman strength into play than the others and his seed filled her in a powerful first spurt that hit her cervix and her eyes rolled until they were looking the back of her head as she bit down on her lips until she tasted blood, clenching down and riding her orgasm one thrust at a time.

Peter’s hips kept thrusting, timing each thrust with a spurt of semen and every time he emptied a bit more of his balls inside Felicia, he grunted a drowned ‘ _ugh_ ’ that was ripped from his throat until he started panting.

His cock twitched with a mind of its own and let out a few more spurts before Peter sighed in relief and tiredness while Felicia purred and moaned lowly as she felt herself being full to the brim with Spider-Man’s semen.

‘ _This kid hadn’t jacked off in quite a while_ ’ Felicia thought to herself through the heat of pleasure as her orgasm ran the last remaining licks of sensorial pleasure through her nerves and left her sated for the time being.

They stood there in a silence that felt too comfortable to leave until Peter’s cock started going soft and it slid out of Felicia and cum started dripping down her thighs.

“Gotta hand it to you, Spider” Felicia spoke up, her breath still uneven “For a kid you were pretty good but cumming inside was a bad idea. I might get pregnant you know…”

She smiled slightly as she felt him go rigid in her arms and the thought of her becoming pregnant made it hard for her to keep the straight face that was necessary for her teasing to work. She took her pills devotedly and they in turn hadn’t failed her.

“Technically MJ and I are on a break…” Peter mumbled absentmindedly while he processed the thought of how a shotgun wedding between them would play out “I wonder if this counts as cheating…”

“What?” Felicia heard the word cheating and was about to rip his face off when Spider-Man threw her to the floor with barely contained strength and pounced her, quickly aligning the head of his cock against her entrance and pushing until he was sheathed inside her all the way to the hilt, making the burglar moan shamelessly at the roughness of this sudden move.

“Break!” He said as he placed a sloppy kiss on Felicia’s face and thrusted hard, the movement lifting her hips off the floor and dragged her upwards half an inch.

“The Break’s over…” He moved his hips backwards and pushed himself inside again, a bit more restrained but still strong enough to make Felicia moan loudly “Let’s get back to round two.”


	2. Acknowledgement

Inspired by this wonderful piece of art found on [fyeahspidey-blackcat](https://fyeahspidey-blackcat.tumblr.com/post/180160467265/now-this-is-what-im-talking-about-ultimate)


End file.
